TIPP OIL Manufacturer LTD General Terms of Delivery and Payment (July 2019)
§ 1. General
(1) The following General Terms of Delivery and Payment (ALC) apply to all present ones and future deliveries, services and other legal transactions of TIPP OIL Manufacturer LTD (hereinafter "Supplier"), unless otherwise agreed in writing. (2) The ALZ in the time of the order valid or at least in the last communicated in text form Version as framework agreement also for similar future contracts, without the offerer in would have to refer to each individual case again. The ALZ of the provider apply exclusively. deviating, conflicting or supplementary terms and conditions of the contracting parties (hereinafter referred to as the "contracting party") shall only become part of the contract if and insofar as the provider has expressly consented to their validity. This consent requirement applies in any case, for example even if the provider in knowledge of the terms and conditions of the contracting party, the delivery to him performs unconditionally. (3) Legally relevant declarations and advertisements, which after conclusion of the contract of Contracting parties are to be submitted to the provider (for example, setting deadlines, notification of defects, declaration withdrawal or abatement), are written, i. in written or textual form (e.g., letter, e-mail, Fax). Statutory form requirements and further evidence, especially in case of doubt about the legitimacy of the declarer, remain untouched. (4) references to the validity of legal Regulations are only of clarification. Even without such clarification, therefore, apply statutory provisions, as far as they are not directly amended or expressly in this ALZ be excluded.
§ 2 contract conclusion
(1) The contract is only concluded by written order confirmation of the provider. Employee In the field service are to contracts and collection of receivables only with written authorization entitled. (2) Individual agreements made with the contracting party in individual cases (including ancillary agreements, amendments and supplements) regarding orders placed, these conditions and closed contracts always take precedence over these ALZs. For the content of such Agreements are, subject to proof to the contrary, a written contract or a written agreement Confirmation of the provider authoritative. (3) The sending of price lists, circulars or general Quotations do not count as offers binding for the offerer within the meaning of § 145 BGB. (4) The offers of the provider are non-binding. (5) The order of goods by the Contracting party is considered a binding contract offer. Unless the order is otherwise results, the offerer is entitled to this contract offer within 4 weeks after his Access to her. (6) Acceptance can be either in writing (for example, by order confirmation) or be declared by delivery of the goods to the contracting party
§ 3 prices
(1) If no price has been agreed for the goods, the calculation will be made according to the date of shipment valid prices of the provider. Unless otherwise agreed, the specified Prices without VAT ex works including standard packaging. All utilities, like e.g. the costs of fiscal charges (eg mineral oil tax, etc.), freight, insurance, export, Transit, import and other authorizations as well as certifications are charged to the contracting party and are shown separately. (2) The confirmed prices apply, if no written other agreement is made, in each case for 30 days, if the contractor is a merchant and each 120 days, if the contractor is not a merchant. (3) Price changes remain, even at Closing or fixed price agreements, at any time without notice, if and as soon as total fiscal charges (for example, mineral oil tax, etc.) are collectively bound for the oil industry Freight, raw material prices and other costs change. (4) After expiry of the confirmed deadline (Item 2), new price agreements are made. Until their existence, the prices apply above (point 3). The agreed prices have an order value of at least € 150, - incl. VAT in individual cases. Falls below this value reserves the Provider the calculation of a small quantity surcharge per invoice of € 20, - plus VAT, for very small quantities, the shipping cash on delivery, before. (5) For supplies and services in the EU the contracting party of the provider prior to the execution of the turnover its respective VAT identification number under which he carries out the acquisition taxation within the EU. For non-electronic Export declarations regarding deliveries and services from the Federal Republic Germany to countries outside the EU, which are not conducted or arranged by the provider the contracting party must provide the vendor with the export certificate required for tax purposes. If the proof is not provided, he has the additional for the performance within Germany VAT to be charged from the invoice amount.
§ 4 Termination for good cause
Both parties have the right to extraordinary termination for good cause. As more important Reason in particular the repeated violation of not insignificant contractual obligations despite previous Notice of default, late payment, petition for or initiation of insolvency proceedings over the each other party or garnishment of claims under this contract. Each party commits to inform the other party of a petition for insolvency without delay. § 5 Payment / default / offsetting (1) Purchase prices are due immediately. They are net cash in detail to make without deduction. From the provider granted or practiced terms of payment may at any time by the provider with appropriate Deadline will be revoked and she is entitled at any time, delivery in whole or in part only against payment in advance perform. The provider declares a corresponding reservation at the latest with the order confirmation. (2) In the event of non - compliance with the methods of payment applicable between the parties, in the case of Default of payment or deterioration of the contractor's property is the provider further (partial) services or deliveries only train by train against immediate payment or against the choice of the provider to provide adequate security. (3) In case of late payment of the Contracting party is the offerer entitled to make all other demands due and default interest to charge for invoicing in euros at the rate of 9% above that at the time the default date of the base rate announced by the Deutsche Bundesbank, and when billing in another currency at the rate of 9% above that at that time applicable discount rate of the highest bank of the country in whose currency was invoiced. (4) The provider is entitled to assign her claim to third parties. (5) The contracting party shall be or rights of retention only insofar as his claim has been legally established or undisputed. In case of defects of the delivery, the counter-rights of the contracting party remain in particular gem. § 8 of this ALZ untouched (6) Only with collection authority authorized representative of the Providers are entitled to collect invoice amounts. (7) The contracting party has all delay costs, how to bear fees and expenses associated with anyone against him legally successful prosecution outside Germany.
§ 6 Retention of title
(1) The goods delivered by the provider remain until complete payment of all claims against the contractor for any legal reason including any change of their property. This also applies if the purchase price for certain deliveries designated by the contracting party or Services is paid. On a current account, the reserved property serves to secure the Balance demand of the provider. (2) The goods subject to retention of title may be Payment of the secured claims is neither pledged to third parties nor assigned as collateral become. The contracting party must immediately notify the provider in writing if a Petition for opening of insolvency proceedings or as far as third party access (eg seizure) on the goods belonging to the provider. (3) The processing of the reserved goods takes place for the provider as manufacturer i.S.d. § 950 BGB, without the offerer would be obligated from this. Becomes the goods supplied by the provider are mixed, blended or combined with other objects, Thus, the contractor already transfers his ownership or co-ownership rights to the new Thing or the mixed or blended stock on the offerer. (4) The contracting party undertakes to keep the reserved goods for the provider with commercial diligence free of charge and mark them accordingly. (5) The contracting party is entitled to the reserved goods and the objects resulting from their processing in the ordinary course of business under Retention of title to sell, as long as he is not in default. Those from the sale or arising from any other legal grounds, including any overdraft Balance claim - he enters now already with all ancillary rights to the provider to secure their claim from. If the reserved goods continue to be sold as part of the delivery of works, the advance assignment shall apply only in the amount of twice the value of the processed reserved goods. Exceeds the realizable value of the collateral the supplier's claims by more than 10%, it will be on demand of the contracting party release securities of their choice. (6) The contracting party is authorized to to collect the assigned claims as long as he faces his payment obligation the provider complies with the contract. If the contractor fails to comply with this obligation, are the amounts collected from the provider and are to be kept separately.
§ 7 Deliveries and quantity determination
(1) Delivery times are only binding with explicit confirmation. Delivery remains reserved especially in the case of force majeure and obstacles that the provider is not responsible for. (2) If agreed delivery times are exceeded due to circumstances for which the supplier is responsible the contracting party after fruitless expiry of a period set by him in writing, the at least 15 business days, withdraw from the contract or claim damages. The Resignation must be declared in writing. Only after expiry of the set reasonable extension of at least 15 days the provider gets into delay. (3) In case of force majeure and other unavoidable Events, the provider may limit the delivery for the duration of the actions, hire or withdraw from the contract. In particular, such events and force majeure apply Work conflicts, urgent repairs in the factory, breakdowns, official measures any kind, poor recovery or delayed or restricted supply of raw and Excipients, electricity, water and possibly gas failure, lack of means of transport, traffic problems, War, riot and the like, as well as any other inevitable event. (4) The provider owes only goods from their own production. At your option, the provider can also goods deliver that she has bought. (5) Is the supplier's own production not sufficient to supply everyone? Customers, the provider is entitled to choose at their option, in place of their rights of impossibility under Taking account of the respective circumstances, the deliveries in whole or on a case-by-case basis to share. (6) Deliveries and services are ex works. The provider is the choice of the delivery plant or starting camp reserved. (7) The provider is then not liable for timely dispatch, if the shipping container to be made available by the contracting party by agreement are not available or obstructions of loading and wagon provisions that the Provider is not responsible, do not allow timely shipping.(8) The risk of accidental Decline and accidental deterioration of the goods is at the latest with the transfer to the Contractor over. With the dispatch purchase however the danger of the coincidental sinking and the accidental deterioration of the goods and the risk of delay already with delivery of the goods to the freight forwarder, carrier or other person designated to carry out the shipment or institution over. Insofar as an acceptance has been agreed, this shall be decisive for the transfer of risk. Incidentally, the statutory provisions of the contract of employment law apply to an agreed acceptance corresponding. The transfer or acceptance is the same if the contracting party is in default the assumption is. If the contracting party is in default of acceptance, he fails to cooperate or if the delivery is delayed for other reasons for which the contract partner is responsible, then the Provider shall be entitled to compensation for the resulting damage, including additional expenses (e.g. Storage costs). For this purpose she calculates a lump-sum compensation i.H.v. 100 EUR per Calendar day, starting with the delivery date or - in the absence of a delivery period - with the notification of the Readiness for shipment of the goods. (9) The quantity of goods is from the offerer after the usual with her Methods detected. It is binding for the contracting party and is based on the price calculation placed. (10) The contracting party shall be liable to the provider for the compliance of the supplier or his customers customs or mineral oil regulations to be complied with, as well as for the procurement and necessary public permits. Authorizations, in particular customs duties and / or or tax-deductible delivery is not granted or withdrawn, the Supplier is entitled adjust the purchase price accordingly. (11) If the provider accepts the delivery, it is in the choice of transport route and mode of transport, unless otherwise agreed is.
§ 8 Complaints and warranty
(1) For the rights of the contracting party in case of material and legal defects (including wrong and short delivery) the statutory provisions apply, unless otherwise stated below. In In all cases, the statutory special provisions remain unaffected on final delivery of the goods to one Consumers (supplier recourse in accordance with §§ 478, 479 BGB). Claims from supplier recourse are excluded, if the defective goods by the contractor or another entrepreneur was further processed. (2) The warranty claims of the contracting party presuppose that he has his statutory examination and complaint obligations (§§ 377, 381 HGB) has been fulfilled; the investigation is in any case before use in own vehicles or plants or vehicles or plants by customers. If there is a deficiency during the examination or later, the provider is responsible to notify us immediately in writing. The notification is deemed to be immediate if it is within of 3 days, whereby the timely dispatch of the advertisement is sufficient for keeping the deadline. Provided is also that the product is still in the original enclosure and not is now sent from the destination. Regardless of this obligation to examine and notify the contracting party has obvious defects (including wrong and short delivery) within of two weeks from delivery in writing, whereby here too the timely Sending the ad is sufficient. Failure by the contractor to properly inspect and / or notification of defects, the liability of the provider for the non-indicated defect is excluded. (3) In the case of legitimate complaints, the provider has the choice whether to provide supplementary performance Elimination of the defect (rectification) or by delivery of a defect-free item (replacement) guaranteed. The right to refuse supplementary performance under statutory conditions remains unaffected. In case of failure of at least two supplementary performance attempts or if one for the subsequent performance reasonable period to be set by the contracting party has expired unsuccessfully or according to the statutory provisions can be dispensed with, the contracting party can either demand reduction or withdraw from the contract. In a minor defect, however, there is no right of withdrawal. Is the Contractual partner Kaufmann, so are further claims against the provider, even those who are not Warranty claims are excluded. Is the contractor not a merchant and does the Provider of their right to replacement delivery use, the contracting party receives the right to Failure of the replacement delivery reduction of the remuneration or, at its option, cancellation of the contract. Claims of the contracting party for damages or compensation In the case of defects, vain expenses exist only in accordance with § 9 and are incidentally locked out. (4) In case of quality complaints, a sample of at least 1 kg must be sent in immediately Remaining stocks in the original container, possibly also in-use goods are to be ensured. The Provider is given the opportunity to take all necessary measures to examine the complaint Make place. The expenses required for the purpose of verification and subsequent performance, in particular transport, travel, labor and material costs (not: pumping or filling costs) bears the offerer, if actually a lack exists. Otherwise, the provider of the Contracting party the costs incurred from the unjustified defect removal request (in particular Inspection and transport costs), unless the lack of defect was not recognizable for the contracting party. (5) In cases of urgency, the contracting party has the right to Self-assertion (see VI 2 VDMALdelivery conditions). From such self-performance is the provider immediately, if possible beforehand, to notify. The right of self-refusal does not exist, if the provider would be entitled to a corresponding supplementary performance according to the statutory provisions to refuse. (6) The contracting party is responsible for the protection of any recourse rights against the Transport guide to worry.
§ 9 Liability
(1) The provider is liable - without prejudice to other claims of the contracting party from the same Facts - for damages only in case of intentional or grossly negligent behavior of their bodies, Fulfillment and vicarious agents. Their organs, vicarious agents and vicarious agents are also liable even only on damages -unless other claims of the contracting party from the same Facts - in the case of intent and gross negligence. Sentences 1 and 2 do not apply to damages that occur on the Violation of duties that make the enforcement of the contract possible and their fulfillment Therefore, the contractor may trust. (2) In particular excluded is the replacement of indirect (e.g., lost profit) and consequential damages, unless based on intent or grossly negligent behavior of the organs, vicarious agents. (3) The one of the In the event of liability, the seller shall be limited to the typical damages at the conclusion of the contract foreseeable damage. (4) The liability of the provider is still based on the value of the delivery limited. (5) The provider maintains a public liability insurance. Also for rough Negligence of their organs, as well as intent and gross negligence of their vicarious agents the liability is limited to the coverage amount. (6) The limitation of liability according to the above Paragraphs 1-5 do not apply to injuries to life, limb or health, for claims according to the Product Liability Act, for claims arising from guarantees taken over by the provider as well as in cases where the law prohibits such limitations of liability